UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

~~CURRENT~~Current ~~REPORT~~Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 151, 2020

IBERIABANK Corporation

(Exact name of registrant as specified in its charter)

Louisiana	001-37532	72-1280718
(State of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
200 West Congress Street Lafayette, Louisiana		70501
(Address of principal executive offices)		(Zip Code)

200 West Congress Street, Lafayette, Louisiana 70501

(Address of principal executive offices)

(337) 521-4003

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (par value $1.00 per share)	IBKC	The NASDAQ Stock Market, LLC
Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.625% Perpetual Preferred Stock, Series B	IBKCP	The NASDAQ Stock Market, LLC
Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.60% Perpetual Preferred Stock, Series C	IBKCO	The NASDAQ Stock Market, LLC
Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.100% Perpetual Preferred Stock, Series D	IBKCN	The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ~~Emerging growth company ☐~~

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~8.01~~Note ~~Other Events.~~

OnThis ~~November 3,~~Current ~~2019,~~Report ~~IBERIABANK~~on ~~Corporation,~~Form a8-K ~~Louisiana~~is ~~corporation~~being filed in connection with the closing on July 1, 2020 (the “~~IBKC~~Closing Date”), ~~entered~~of ~~into~~the antransactions contemplated by that certain Agreement and Plan of Merger, ~~with~~dated as of November 3, 2019 (the “Merger Agreement”), by and between First Horizon National Corporation, a Tennessee corporation (“First Horizon”), ~~pursuant~~and IBERIABANK Corporation, a Louisiana corporation (“IBKC”). Pursuant to ~~which~~the Merger Agreement, IBKC merged with and into First Horizon, ~~agreed~~with toFirst ~~effect~~Horizon aas ~~mergers-of-equals~~the ~~transaction~~surviving entity (the “Merger”), effective as of July 1, 2020.

OnItem ~~June 15, 2020, IBKC and First Horizon issued a joint press releasing announcing the receipt of approval to complete the Merger from the Board of Governors of the Federal Reserve System~~2. ~~The parties have now received all federal and state regulatory approvals necessary to complete the Merger~~01. ACompletion ~~copy~~ of ~~the~~Acquisition ~~press~~or ~~release~~Disposition isof ~~furnished hereto as Exhibit 99~~Assets.1.

~~Completion~~On ofJuly 1, ~~the~~2020, ~~Merger~~IBKC ~~remains~~completed ~~subject~~its topreviously ~~customary~~announced ~~closing~~merger ~~conditions~~of equals with IBKC. ~~Subject~~On tothe ~~their~~Closing ~~satisfaction~~Date, IBKC merged with and into First Horizon, ~~currently~~with ~~expect~~First Horizon continuing as the ~~Merger~~surviving tocorporation. beUpon ~~consummated~~closing onof ~~July 1~~the Merger, ~~2020~~the separate existence of IBKC ceased.

~~Item~~Following ~~9.01~~the ~~Financial~~Merger, ~~Statements~~IBERIABANK, a subsidiary of IBERIABANK Corporation, merged with and ~~Exhibits~~into First Horizon Bank, a subsidiary of First Horizon, with First Horizon Bank continuing as the surviving bank (the “Bank Merger”). Upon closing of the Bank Merger, the separate existence of IBERIABANK ceased.

Under the terms of the Merger Agreement, at the effective time of the Merger (dthe “Effective Time”) ~~Exhibits:~~, each share of common stock, par value $1.00 per share, of IBKC (“IBKC Common Stock”) outstanding as of immediately prior to the Effective Time, other than certain shares held by IBKC or First Horizon, was converted into the right to receive 4.584 shares of common stock (the “Exchange Ratio”), par value $0.625 per share, of First Horizon (“First Horizon Common Stock”), plus, if applicable, cash in lieu of fractional shares of First Horizon Common Stock.

Exhibit No.		Exhibit
	99.1	Joint Press Release issued by IBKC and First Horizon, dated June 15, 2020.
	104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

In addition, at the Effective Time, each outstanding share of 6.625% fixed-to-floating non-cumulative perpetual preferred stock, Series B, par value $1.00 per share, of IBKC (“IBKC Series B Preferred Stock”), 6.60% fixed-to-floating non-cumulative perpetual preferred stock, Series C, par value $1.00 per share, of IBKC (“IBKC Series C Preferred Stock”) and 6.100% fixed-to-floating non-cumulative perpetual preferred stock, Series D, par value $1.00 per share, of IBKC (“IBKC Series D Preferred Stock,” and together with the IBKC Series B Preferred Stock and IBKC Series C Preferred Stock, the “IBKC Preferred Stock”), other than shares of IBKC Preferred Stock for whom the shareholders properly demanded and did not withdraw a demand for, or lose their right to, appraisal rights pursuant to the Louisiana Business Corporation Act, was converted into the right to receive one share of an applicable newly issued series of rollover First Horizon preferred stock with terms that are the same as the terms of the applicable series of outstanding IBKC preferred stock (the “New First Horizon Preferred Stock”).

~~Forward~~At ~~Looking~~the ~~Statements~~Effective Time, (1) except as set forth in clause (2), each IBKC equity award granted under IBKC’s equity compensation plans that was outstanding immediately prior to the Effective time accelerated in full and converted into shares of First Horizon Common Stock other than (i) IBKC stock options, which automatically converted into stock options with respect to First Horizon Common Stock and (ii) IBKC equity awards that could be settled only in cash, in each case, after giving effect to the Exchange Ratio and appropriate adjustments to reflect the consummation of the Merger and the terms and conditions applicable to such awards prior to the Effective Time; and (2) each IBKC equity award granted on or after November 3, 2019 and not in violation of the merger agreement that expressly provides for treatment in connection with the occurrence of the effective time that is different from the treatment prescribed in the Merger Agreement as set forth in clause (1) above, or as mutually agreed by the parties and a holder of any IBKC equity award, was converted into an equity award denominated in shares of First Horizon Common Stock, with the number of shares (and, in the case of stock options, the applicable exercise price) adjusted based on the Exchange Ratio.

~~This~~The ~~communication~~foregoing ~~contains~~description ~~certain “forward-looking statements” within the meaning~~ of the ~~Private~~Merger ~~Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),~~ and ~~Section 21 E of~~ the ~~Securities~~Merger ~~Exchange~~Agreement ~~Act~~does ofnot ~~1934,~~purport ~~as amended, (the “Exchange Act”) with respect~~ to ~~First~~be ~~Horizon’s~~complete and IBKC’s beliefs, plans, goals, expectations, and estimates. Forward-looking statements are not a representation of historical information, but instead pertain to future operations, strategies, financial results or other developments. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “should,” “is ~~likely,”~~qualified ~~“will,”~~in ~~“going~~its ~~forward”~~entirety ~~and~~by ~~other~~reference ~~expressions that indicate future events and trends identify forward-looking statements. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject~~ to ~~significant~~the ~~business,~~full ~~operational,~~text ~~economic and competitive uncertainties and contingencies, many~~ of ~~which are beyond~~ the ~~control~~Merger ~~of First Horizon and IBKC~~Agreement, ~~and many of~~ which, ~~with~~is respect to future business decisions and actions, are subject to change and which could cause actual results to differ materially from those contemplated or implied by forward-looking statements or historical performance. Examples of uncertainties and contingencies include factors previously disclosed in First Horizon’s and IBKC’s respective reports filed ~~with~~as ~~the~~Exhibit U2.S.1 ~~Securities and Exchange Commission (the “SEC”), as well as the following factors, among others: the occurrence of any event, change or other circumstances that could give rise~~ to ~~the~~this ~~right~~Current ofReport one or both of the parties to terminate the definitive merger agreement between First Horizon and IBKC; the outcome of any legal proceedings that may be instituted against First Horizon or IBKC; the possibility that the proposed transaction will not close when expected or at all because conditions to the closing are not satisfied on aForm ~~timely~~8-K basis or at all, or are obtained subject to conditions that are not anticipated; the risk that any announcements relating to the proposed combination could have adverse effects on the market price of the common stock of either or both parties to the combination; the possibility that the anticipated benefits of the transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and ~~competitive~~is ~~factors~~incorporated inherein ~~the~~by ~~areas~~reference. ~~where First Horizon and IBKC do business; certain restrictions during the pendency~~

ofItem ~~the~~3.01. ~~merger~~Notice ~~that~~of ~~may~~Delisting ~~impact the parties’ ability to pursue certain business opportunities~~ or ~~strategic~~Failure ~~transactions; the possibility that the transaction may be more expensive~~ to ~~complete~~Satisfy ~~than anticipated, including as~~ a ~~result~~Continued ofListing ~~unexpected~~Rule ~~factors~~ or ~~events~~Standard; ~~diversion~~Transfer of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; First Horizon and IBKC success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused by First Horizon’s issuance of additional shares of its capital stock in connection with the proposed transaction; the potential impacts on First Horizon’s and IBKC’s businesses of the coronavirus COVID-19 pandemic, including negative impacts from quarantines, market declines and volatility, and changes in customer behavior related to COVID-19; and other factors that may affect future results of First Horizon and IBKCListing.

WeOn ~~caution~~July 1, ~~that~~2020, ~~the~~IBKC ~~foregoing~~notified ~~list~~The ofNASDAQ ~~important~~Stock ~~factors~~Market ~~that~~LLC ~~may~~(“NASDAQ”) ~~affect~~of ~~future~~the ~~results~~impending isconsummation ~~not~~of ~~exhaustive.~~the ~~Additional~~Merger ~~factors~~and requested that ~~could~~NASDAQ ~~cause~~(i) suspend ~~results~~trading toof ~~differ~~IBKC ~~materially~~Common ~~from~~Stock ~~those~~and ~~contemplated~~IBKC bydepositary ~~forward-looking~~shares ~~statements~~representing ~~can~~IBKC bePreferred ~~found~~Stock inprior ~~First~~to ~~Horizon’s~~the ~~Annual~~opening ~~Report~~of trading on ~~Form 10-K for the year ended December~~July 312, ~~2019~~2020, ~~filed~~(ii) ~~with~~withdraw ~~the~~IBKC ~~SEC~~Common Stock and ~~available~~IBKC indepositary ~~the~~shares ~~“Investor~~representing ~~Relations”~~IBKC ~~section~~Preferred ofStock ~~First~~from ~~Horizon’s~~listing ~~website, www.FirstHorizon.com,~~on ~~under~~NASDAQ ~~the~~prior ~~heading~~to ~~“SEC~~the ~~Filings”~~opening ~~and~~of intrading ~~other~~on ~~documents~~July 2, ~~First~~2020 ~~Horizon~~and ~~files~~(iii) file with the ~~SEC,~~Securities ~~including~~and ~~its~~Exchange ~~registration~~Commission ~~statement~~(the “SEC”) on Form ~~S-4~~25 ~~(reg.~~a ~~no.~~notification ~~333-235757)~~of ~~and~~delisting ~~filings~~of ~~related~~IBKC toCommon ~~that~~Stock ~~registration statement,~~ and in IBKC’s ~~Annual~~depositary ~~Report~~shares onrepresenting ~~Form~~IBKC ~~10-K~~Preferred ~~for~~Stock ~~the~~and ~~year~~deregistration ~~ended~~under ~~December~~Section ~~31,~~12(b) ~~2019~~of ~~with~~ the ~~SEC~~Securities ~~and~~Exchange ~~available~~Act inof 1934 (the “~~Investor~~Exchange ~~Relations~~Act”). ~~section~~As ofa ~~IBKC’s website~~result, ~~www.~~ IBKC~~.com,~~ ~~under~~Common ~~the~~Stock ~~heading~~and ~~“Financials &~~IBKC ~~Filings”~~depositary ~~and~~shares inrepresenting ~~other~~IBKC ~~documents~~Preferred ~~IBKC~~Stock ~~files~~will ~~with~~no ~~the~~longer ~~SEC~~be listed on NASDAQ.

Additionally, First Horizon, as successor to IBKC, intends to file with the SEC a certification on Form 15 under the Exchange Act requesting the deregistration of IBKC Common Stock and IBKC depositary shares representing IBKC Preferred Stock under Section 12(g) of the Exchange Act and the suspension of IBKC’s reporting obligations under Section 15(d) of the Exchange Act as promptly as practicable after the Effective Time.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03.

Material Modification to Rights of Security Holders.

As of the Effective Time, each holder of a certificate or book-entry share representing any shares of IBKC Common Stock or IBKC Preferred Stock will cease to have any rights with respect thereto, except the right to receive the merger consideration as described above and subject to the terms and conditions set forth in the Merger Agreement.

The information set forth under Item 2.01, Item 3.01 and item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01.

Changes in Control of Registrant.

On July 1, 2020, IBKC was merged with and into First Horizon pursuant to the Merger Agreement, with First Horizon as the surviving corporation.

The information set forth under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Effective Time, in accordance with the terms the Merger Agreement, all of IBKC’s directors ceased serving as directors of IBKC, and the board of directors of First Horizon took action to expand the size of the board of First Horizon to seventeen (17). To fill the vacancies resulting from the increased size of the First Horizon and the voluntary resignation of three First Horizon directors prior to the Effective Time, the following individuals, each of whom was a member of the board of directors of IBKC immediately prior to the consummation of the Merger, were appointed to the board of directors of First Horizon and of First Horizon Bank: Daryl G. Byrd, Harry V. Barton, Jr., John N. Casbon, William H. Fenstermaker, J. Michael Kemp, Sr., Rick E. Maples, E. Stewart Shea, III and Rosa Sugrañes (collectively, the “New First Horizon Directors”). Ernest P. Breaux, Jr. and John E. Koerner III, each of whom is not a New First Horizon Director, voluntarily resigned as directors of IBKC effective as of the Effective Time.

Also at the Effective Time, in accordance with the terms of the Merger Agreement, all of IBKC’s executive officers ceased serving as executive officers of IBKC. At the Effective Time, Daryl G. Byrd, the former President and Chief Executive Officer of IBKC, was appointed as Executive Chairman of First Horizon, Terry Akins was appointed as Chief Risk Officer of First Horizon, Michael Brown was appointed as President, Regional Banking of First Horizon, Beth Ardoin was appointed as Chief Communications Officer of First Horizon, and Anthony Restel was appointed as Chief Operating Officer of First Horizon.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As of the Effective Time, the Articles of Incorporation and the Bylaws of IBKC ceased to be in effect by operation of law and the organizational documents of First Horizon (as successor to IBKC by operation of law), as in effect immediately prior to the Effective Time, remained the Restated Charter and Bylaws of First Horizon consistent with the terms of the Merger Agreement, which Restated Charter and Bylaws were amended and amended and restated, respectively, effective as of immediately prior to the Effective Time in accordance with the Merger Agreement. A copy of the Restated Charter of First Horizon and such Articles of Amendments to the Restated Charter and such Amended and Restated Bylaws of First Horizon are filed as Exhibits 3.1-3.4 of this Current Report on Form 8-K and are incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

On July 2, 2020, IBKC and First Horizon issued a joint press release announcing the completion of the Merger, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed as part of this Current Report on Form 8-K:


Exhibit No.		Description

	2.1	Agreement and Plan of Merger, dated as of November 3, 2019 by and between First Horizon and IBKC (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed by IBKC on November 7, 2019)

	3.1	Restated Charter of First Horizon National Corporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K of First Horizon National Corporation, filed July 25, 2018)

	3.2	Articles of Amendment of First Horizon National Corporation—Authorized Common Stock

	3.3	Articles of Amendment of First Horizon National Corporation—Preferred Stock

	3.4	Amended and Restated Bylaws of First Horizon National Corporation, dated as of July 1, 2020

	104	Cover Page Interactive Data File (formatted as inline XBRL document)

In addition, furnished as Exhibit 99.1 is a copy of the joint press release by IBKC and First Horizon, which was issued today.


Exhibit No.		Description of Furnished Exhibit

	99.1	Joint Press Release, dated July 2, 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~IBERIABANK~~First Horizon National Corporation (~~Registrant~~as successor by merger to the registrant) By: /s/ ~~Anthony~~Clyde JA. ~~Restel~~Billings, ~~Anthony~~Jr. JName: Clyde A. ~~Restel~~Billings, Jr. Title: Senior Vice ~~Chairman~~President, ~~Chief~~Assistant ~~Financial~~General ~~Officer~~Counsel and Corporate Secretary

Dated: ~~June 22~~July 2, 2020

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